Exhibit 10.2

EXECUTION VERSION

THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE.  ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE.  NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

RESTRUCTURING SUPPORT AGREEMENT

This Restructuring Support Agreement (including all exhibits and schedules attached hereto and in accordance with Section 2, this “Agreement”)(1) is made and entered into as of September 28, 2018, by and among the following parties and any such party that subsequent to the date hereof executes and delivers a joinder to this Agreement (“Joinder Agreement”) in the form of Exhibit B (each of the foregoing described in sub-clauses (i) and (ii), a “Party” and, collectively, the “Parties”):

i.      NRG REMA LLC and its wholly owned subsidiaries(2) (collectively, “REMA”); and

ii.     the undersigned holders of those certain Series C pass-through certificates due 2026 issued in connection with REMA’s leveraged lease arrangements (the “PTCs”, the “Consenting PTC Holders” or the “Consenting Creditors”).

RECITALS

WHEREAS, REMA and the Consenting Creditors have negotiated certain restructuring and related transactions with respect to REMA’s indebtedness and other obligations (collectively, the “Restructuring”), including its obligations arising under and related to the Facility Leases, the Tax Indemnity Agreements, the PTCs, and other agreements in connection with REMA’s leveraged lease obligations all of which shall be on terms and conditions described in this Agreement and the term sheet attached hereto as Exhibit A (the “Term Sheet”).

WHEREAS, as of the date hereof, the Consenting PTC Holders collectively hold 71.5% of the aggregate outstanding principal amount of the PTCs.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

(1)         Capitalized terms used but not otherwise defined herein have the meaning ascribed to such terms in the Term Sheet, subject to Section 2 hereof.

(2)         GenOn REMA Services, Inc., GenOn Northeast Management Company, and NRG Clearfield Pipeline Company LLC.

AGREEMENT

Section 1.                  Agreement Effective Date.  This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m. (prevailing Eastern Time), on the date on which (a) each Party has executed and delivered counterpart signature pages of this Agreement to counsel to each other Party, (b) PTC Holders holding at least 71.5% of the aggregate outstanding principal amount of the PTC Claims (in each case determined without regard to any claims held by a person or entity that is an “insider” as that term is defined in section 101(31) of the Bankruptcy Code) shall have executed this Agreement, and (c) the Consenting PTC Holders shall have provided an effective direction letter in relation to the Transaction, which is in form and substance reasonably acceptable to REMA (such letter, the “Direction Letter”) (such date, the “Agreement Effective Date”).

Section 2.                  Exhibits Incorporated by Reference.  Each of the exhibits attached hereto and any annexes, schedules, or exhibits to such exhibits (collectively, the “Exhibits and Schedules”) is expressly incorporated herein and made part of this Agreement, and, as used in this Agreement, all references to this Agreement shall include the Exhibits and Schedules.  In the event of any inconsistency between this Agreement and the Exhibits and Schedules, the Exhibits and Schedules shall govern.

Section 3.                  Definitive Documentation.  The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring Documents”) shall consist of the following:

(a)         the chapter 11 plan of reorganization implementing the Restructuring (as amended, supplemented, or otherwise modified from time to time and together with all exhibits and supplements thereto, the “Plan”);

(b)         an order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”); and

(c)          the Disclosure Statement and the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”).

Certain of the Restructuring Documents remain subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement.  The Restructuring Documents shall otherwise be acceptable to REMA and, to the extent that such Party is a party thereto and solely with respect to provisions impacting their treatment or rights, reasonably acceptable to the applicable Consenting Creditors.

Section 4.                  Milestones

4.01.                     REMA and the Consenting PTC Holders intend to use commercially reasonable efforts to implement the Restructuring on an out-of-court basis.  The following milestones (the “Milestones”) shall apply to this Agreement unless extended or waived in writing by REMA and the Requisite Consenting PTC Holders:(3)

(3)         “Requisite Consenting PTC Holders” means Consenting PTC Holders holding in excess of 50% of the aggregate outstanding amount of PTCs held by all such Consenting PTC Holders at such time.

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(a)         REMA shall commence solicitation of the Restructuring no later than ten (10) business days after the Agreement Effective Date (the “Solicitation Launch Date”);

(b)         the Key/Con Rejection Damages Claims will be voted to accept the Plan no later than three (3) business days after the Solicitation Launch Date;

(c)          REMA and the Consenting PTC Holders shall file all applications necessary to obtain required regulatory approvals for consummation of the Transaction no later than October 10, 2018;

(d)         the Chapter 11 Cases shall be commenced no later than five (5) business days after the Solicitation Launch Date, and the Plan and Disclosure Statement shall be filed with the bankruptcy court having jurisdiction over the Chapter 11 Cases (the “Bankruptcy Court”) on such date (the “Petition Date”); provided, that REMA, with the consent of the Requisite Consenting PTC Holders (such consent not to be unreasonably withheld or delayed), may extend this Milestone if they reasonably believe that the Restructuring can be consummated on an out-of-court basis on or before December 1, 2018;

(e)          the Confirmation Order shall be entered within 30 days of the Petition Date (the “Confirmation Date”); and

(f)           the occurrence of the effective date of the Agreed Plan according to its terms (the “Effective Date”) shall have occurred on or before the later of 45 days after the Petition Date or December 1, 2018; provided, however that such milestone shall be extended automatically to December 31, 2018 so long as any necessary regulatory approval remains pending.

Section 5.                  Commitments Regarding the Restructuring.

5.01.                     Mutual Commitments.

(a)         During the period beginning on the Agreement Effective Date and ending on a Termination Date (as defined herein) (such period, the “Effective Period”), REMA agrees, and each Consenting PTC Holder agrees for itself, for so long as it remains the legal owner, beneficial owner, and/or the investment advisor or manager of or with power and/or authority to bind any PTCs, Claims, or Interests, that it shall:

(i)            support the Restructuring and the transactions contemplated by the Plan (or, if applicable, out-of-court transactions in furtherance of the Restructuring), and act in good faith and take all commercially reasonable actions necessary or appropriate to consummate the Restructuring and the transactions contemplated by the Plan (or, if applicable, out-of-court transactions in furtherance of the Restructuring), including the transfer of ownership of the Indenture Estate from REMA to one or more newly created entities owned by the PTC Holders (the “KeyCon Owner”), the PTC Holders or their designee(s), in a manner consistent with this Agreement;

(ii)           not directly or indirectly (A) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring or (B) propose, file, support, facilitate, negotiate, or vote for any restructuring, workout, plan of arrangement, or plan of reorganization for the Debtors other than the Restructuring;

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(iii)          to the extent a Consenting Creditor is permitted to vote to accept or reject the Plan, vote each of its Claims against REMA to accept the Plan by delivering its duly executed and completed ballot(s) accepting the Plan on a timely basis in accordance with section 4.01(b) hereof following the commencement of the solicitation and its actual receipt of the Solicitation Materials and ballot, and not change or withdraw (or cause to be changed or withdrawn) such vote;

(iv)          in good faith take all actions necessary or reasonably requested by REMA to obtain any and all required regulatory and/or third-party approvals for the Restructuring; and

(v)           support and consent to the release, discharge, exculpation, and injunctive provisions contained in the Plan.

For the avoidance of doubt, (a) all obligations and rights of the Consenting Creditors described in this Agreement shall apply to any claims or interests that arise or are obtained by such Consenting Creditors after the Agreement Effective Date until the consummation of the Restructuring, and (b) nothing herein shall prevent any of the Consenting Creditors from taking any action, or directing the Lease Indenture Trustees or Pass Through Trustee, to take any action in furtherance of implementing the Restructuring.

5.02.                     RESERVED.

5.03.                     Consenting PTC Holders Commitments.

(a)                                 During the Effective Period, each Consenting PTC Holder (as applicable) agrees for itself, for so long as it remains the legal owner, beneficial owner, and/or the investment advisor or manager of or with power and/or authority to bind any PTCs, Claims, or Interests, that it shall:

(i)            direct, or be deemed to have directed, the Pass Through Trustees and the Lease Indenture Trustees, as applicable, (x) upon REMA’s reasonable request, to exercise any rights or remedies available to each under the Keystone and Conemaugh Operative Documents, respectively, in furtherance of consummating the Restructuring, and (y) not to take any action inconsistent with this Agreement or the Restructuring;

(ii)           use commercially reasonable efforts to (x) cooperate with and assist REMA in obtaining additional support for the Restructuring from other PTC holders that are not Consenting PTC Holders, and (y) oppose any party or person from taking any actions contemplated in Section 5.01(a)(ii), including by directing the applicable agent or other third party to join in such opposition;

(iii)          ensure that, as a condition precedent to membership in the Ad Hoc Group of PTC Holders, to the extent that such committee is reconstituted or additional claims against or interests in REMA are acquired, such additional member shall sign a Joinder Agreement or Transfer Agreement (both as defined herein) to this Agreement (as applicable);

(iv)          not, and shall not direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any claims against GenOn or REMA; and

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(v)           if PSEG does not timely submit a duly executed ballot indicating its vote of the Key / Con Rejection Damages Claims to accept the Plan in respect of the Key / Con Rejection Damages Claims, then within three business days of being notified by counsel to REMA of the failure thereof, the Consenting PTC Holders shall deliver a direction letter instructing the Lease Indenture Trustees to vote such Claims to accept the Plan.

For the avoidance of doubt, nothing herein shall prevent any of the Consenting PTC Holders from taking any action, or directing the Lease Indenture Trustees or Pass Through Trustee, to take any action in furtherance of implementing the Restructuring.

5.04.                     Rights of Consenting Creditors Unaffected.

Nothing contained herein shall limit:

(a)                                 the rights of a Consenting Creditor under any applicable bankruptcy, insolvency, foreclosure or similar proceeding, including appearing as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Bankruptcy Cases, in each case, so long as the exercise of any such right is consistent with such obligations hereunder;

(b)                                 any right of a Consenting Creditor to take or direct any action relating to the maintenance, protection, or preservation of any collateral, so long as such action is consistent with this Agreement, including, without limitation, the Consenting PTC Holders exercising any rights available to them under the Operative Documents (as defined in the Participation Agreements); or

(c)                                  the ability of any Party to enforce any right, remedy, condition, consent or approval requirement under this Agreement or any of the Restructuring Documents.

5.05.                     REMA Commitments.

(a)                                 During the Effective Period, subject to section 14 hereof, REMA shall use commercially reasonable efforts to:

(i)            obtain orders of the Bankruptcy Court in furtherance of the Restructuring, including obtaining entry of the Confirmation Order;

(ii)           support and consummate the Restructuring in accordance with this Agreement, including the preparation and filing of the Restructuring Documents within the timeframe provided herein and in the Plan;

(iii)          obtain any and all required regulatory and/or third-party approvals for the Restructuring;

(iv)          operate its business in the ordinary course, taking into account the Restructuring; and

(v)           enforce its rights and remedies under any analogous support agreement with PSEG to cause PSEG to take (or not take) any action or enter into any ancillary agreement or arrangement necessary or appropriate to implement the Restructuring.

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Notwithstanding anything to the contrary herein and without duplication of section 14 hereof, nothing in this Agreement shall require the board of directors, governance committee, board of managers, directors, managers, or officers or any other fiduciary of REMA to take any action, or to refrain from taking any action, with respect to the Restructuring to the extent such group, person, or persons determines, upon the advice of counsel, that taking such action, or refraining from taking such action, as applicable, would be inconsistent with applicable law, or its fiduciary obligations under applicable law.

Section 6.                  Transfer of Interests and Securities.

(a)                                 During the Effective Period, no Consenting Creditor shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of (each, a “Transfer”) any ownership (including any beneficial ownership(4)) in the PTCs, Claims, or Interests unless it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”), provided that the following provisions shall not apply to any Transfer in the PTCs, Claims, or Interests between affiliated parties that are bound or agree to be bound by this Agreement:

(i)            the intended transferee executes and delivers to counsel to REMA on the terms set forth below an executed form of the transfer agreement in the form attached hereto as Exhibit C (a “Transfer Agreement”) (it being understood that the effectiveness of any Transfer shall be subject to Section 6(a)(ii) and Section 6(b) below); and

(ii)           the Transfer shall not, in the reasonable business judgment of REMA and their legal advisors and the Consenting PTC Holders and their legal advisors, adversely affect REMA’s and/or the PTC Holders’ (or their designee) ability to obtain the regulatory consents or other approvals necessary to effectuate the Restructuring in accordance with the Milestones.

(b)                                 REMA and the Consenting PTC Holders (excluding the Consenting PTC Holder taking part in the proposed Permitted Transfer) shall have five (5) business days from receiving notice of the Transfer Agreement to object to such Transfer Agreement for the reasons described herein.  Failure to object to such agreement within such period shall be deemed a determination that the requirements have been satisfied with respect to such transfer.

(c)                                  [RESERVED].

(d)                                 This Agreement shall in no way be construed to preclude the Consenting Creditors from acquiring additional PTCs, Claims, or Interests; provided that (i) any Consenting Creditor that acquires additional PTCs, Claims, or Interests, as applicable, after the Agreement Effective Date shall comply with the requirements of Section 6(a) with respect to such additional PTCs, Claims, or Interests, as the case may be, and (ii) such additional PTCs, Claims, or Interests shall automatically and immediately upon acquisition by a Consenting Creditor be deemed subject to

(4)         As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, PTCs, Claims, or Interests or the right to acquire same.

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the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to REMA or counsel to the Consenting Creditors).

(e)                                  This Section 6 shall not impose any obligation on REMA to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Creditor to Transfer any PTCs, Claims, or Interests.  Notwithstanding anything to the contrary herein, to the extent the REMA and/or GenOn have entered into a separate agreement with another Party concerning the issuance of a “cleansing letter” or other public disclosure of information in connection with any proposed Restructuring (each such executed agreement, a “Confidentiality Agreement”), the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms.  The filing of this Agreement and related exhibits hereto shall satisfy REMA’s and/or GenOn’s existing obligations under any such Confidentiality Agreements.

(f)                                   Any Transfer made in violation of this Section 6 shall be void ab initio and of no force and effect and shall not create any obligation or liability of any Consenting Creditor or REMA to any purported transferee.

(g)                                  The restrictions on Transfer set forth in this Section 6 shall not apply to the grant of any liens or encumbrances on any PTCs, Claims, or Interests by any collateralized loan obligation or in favor of a bank or broker dealer holding custody of such PTCs, Claims, or Interests in the ordinary course of business and which lien or encumbrance is released automatically upon the Transfer of such PTC, Claim, or Interest.

Section 7.                  Representations and Warranties of Consenting Creditors.  Each Consenting Creditor, as applicable, severally, and not jointly, represents and warrants that:

(a)                                 it is the beneficial owner of the face amount of the PTCs, Claims, and/or Interests, or is the nominee, investment manager, or advisor for beneficial holders of the PTCs, Claims, and/or Interests, as reflected in such Consenting Creditor’s signature block to this Agreement (such PTCs, Claims, or Interests, the “Owned PTCs, Claims, or Interests”);

(b)                                 it has the full power and authority to act on behalf of, vote, and consent to matters concerning the Owned PTCs, Claims, or Interests;

(c)                                  the Owned PTCs, Claims, or Interests are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition, transfer, or encumbrances of any kind, that would adversely affect in any way such Consenting Creditor’s ability to perform any of its obligations under this Agreement at the time such obligations are required to be performed; and

(d)                                 as of the date such Party executes this Agreement, Joinder Agreement, or Transfer Agreement, as applicable, it has no actual knowledge of any event that, due to any fiduciary or similar duty to any other person or entity, would prevent it from taking any action required of it under this Agreement.

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Section 8.                  Mutual Representations, Warranties, and Covenants.  Each of the Parties represents, warrants, and covenants to each other Party:

8.01.                     Enforceability.  It is validly existing and in good standing under the laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

8.02.                     No Consent or Approval.  Except as expressly provided in this Agreement, no consent or approval from any other person or entity (i) is required under such Party’s certificate of incorporation, bylaws, partnership, or LLC agreement or similar governing documents; (ii) is required pursuant to law applicable to such Party or from a governmental entity, agency or court with jurisdiction over such party; (iii) is required under an agreement that is binding on such Party or its subsidiaries which is material to such Party and its subsidiaries, taken as a whole; or (iv) where the failure to obtain such consent or approval would have a material adverse effect on the Restructuring or such Party, in each case, in order for it to effectuate the Restructuring contemplated by, and perform the respective obligations under, this Agreement.

8.03.                     Power and Authority; Due Authorization.  Except as expressly provided in this Agreement, it has all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring contemplated by, and perform its respective obligations under, this Agreement, and the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate action.

8.04.                     Governmental Consents.  Except as expressly set forth herein and with respect to REMA’s performance of this Agreement (and subject to necessary Bankruptcy Court approval and/or regulatory approvals associated with the Restructuring), the execution, delivery, and performance by it of this Agreement does not, and shall not, require any registration or filing with consent or approval of, or notice to, or other action to, with or by, any federal, state, or other governmental authority or regulatory body.

8.05.                     No Conflicts.  The execution, delivery, and performance of this Agreement does not and shall not:  (a) violate any provision of law, rules or regulations applicable to it or any of its subsidiaries in any material respect; (b) violate its certificate of incorporation, bylaws, or other organizational documents or those of any of its subsidiaries; or (c) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any contractual obligation to which it is a party, which conflict, breach, or default, would have a material and adverse effect on the Restructuring.

Section 9.                  Fees and Expenses.  REMA agrees to pay in cash, in full, within ten (10) days of receipt of invoices, and otherwise in accordance with their respective engagement letters and fee letters, as applicable, all reasonable and documented fees and expenses of (a) Paul, Weiss, Rifkind, Wharton & Garrison LLP, (b) Houlihan Lokey Capital, Inc., (c) Argent Group Ltd., (d) Hogan Lovells US LLP, as advisors to the Ad Hoc Group of PTC Holders, the Lease Indenture Trustees and Pass Through Trustee (as applicable), and (e) local Pennsylvania counsel to be selected by the Consenting PTC Holders, in each case incurred prior to the earlier of the Effective Date and the

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termination of this Agreement.  REMA also agrees to reimburse the reasonable and documented fees and expenses of Deutsche Bank Trust Company Americas (in accordance with the Operative Documents), as Lease Indenture Trustees and Pass Through Trustee, with any then-outstanding fees and expenses to be paid on the Closing of the Transaction.  The Parties agree that none of the professionals referenced herein shall be required to file any application or other request with any Bankruptcy Court approving their retention by the Consenting PTC Holders or by the Company or the Company’s payment of such fees and expenses.

Section 10.           Acknowledgement.  Notwithstanding any other provision herein, the Parties acknowledge and agree that this Agreement is not and shall not be deemed to be an offer with respect to any securities or solicitation of votes for the acceptance of a plan of reorganization for purposes of sections 1125 and 1126 of the Bankruptcy Code or otherwise.  Any such offer or solicitation will be made only in compliance with all applicable securities laws and provisions of the Bankruptcy Code.  REMA will not solicit acceptances of any Plan from Consenting Creditors in any manner inconsistent with the Bankruptcy Code or applicable bankruptcy law.

Section 11.           [RESERVED].

Section 12.           Termination Events.

12.01.              Consenting Creditor Termination Events.  This Agreement may be terminated upon written notice, delivered in accordance with Section 16.09 hereof by the Requisite Consenting PTC Holders upon the occurrence and continuation of any of the following events.  Such termination shall be effective only insofar as the terminating Consenting Creditor is not then in breach of this Agreement.

(a)         The breach by any Party, other than any Consenting PTC Holder, of any of the representations, warranties, or covenants of such breaching Party as set forth in this Agreement that has a material adverse effect on consummating the Restructuring; provided, that the Requisite Consenting PTC Holders shall transmit a notice to counsel to REMA and the breaching Party pursuant to Section 16.09 hereof, detailing any such breach and, if such breach is capable of being cured, the breaching Party shall have ten (10) business days after receiving such notice to cure any breach.

(b)         The economic substance or the legal rights, remedies, or benefits to the Consenting PTC Holders of the Restructuring is materially and adversely affected in a manner that (i) is a result of fraud, bad faith, or willful misconduct by REMA or its applicable boards of directors or officers (acting in their capacities as such) and (ii) remains uncured for ten (10) business days after such terminating Consenting Creditors transmit a written notice in accordance with Section 16.09 hereof detailing any such occurrence;

(c)          REMA publicly announces its intention not to support the Restructuring.

(d)         The issuance by any governmental authority, including any regulatory authority, the Bankruptcy Court, or another court of competent jurisdiction, of any injunction, judgment, decree, charge, ruling, or order that, in each case, has a material adverse effect on consummating the Restructuring; provided, that REMA shall have ten (10) business days after issuance of such

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injunction, judgment, decree, charge, ruling, or order to obtain relief that would allow consummation of the Restructuring.

(e)          REMA loses the exclusive right to file a plan of reorganization.

(f)           The (i) conversion to a case under chapter 7 of the Bankruptcy Code or dismissal of one or more of the Chapter 11 Cases, unless such conversion or dismissal, as applicable, is made with the consent of the Consenting Creditors; or (ii) appointment of a trustee, receiver, examiner with expanded power in the Chapter 11 Cases.

(g)          Except to the extent the applicable Consenting Creditors have waived such Milestone in accordance herewith, the failure to meet any of the Milestones, and such failure is the result of REMA’s misconduct, bad faith, gross negligence, or non-compliance with its obligations under this Agreement.

12.02.              REMA’s Termination Events.  REMA may terminate this Agreement as to all Parties upon five (5) business days’ prior written notice, delivered in accordance with Section 16.09 hereof, upon the occurrence of any of the following events.

(a)         The breach by any other Party of any material provision set forth in this Agreement that has a material adverse effect on consummating the Restructuring and if such breach is capable of being cured, remains uncured for a period of five (5) business days after the receipt by the Consenting Creditor, as applicable, of notice of such breach.

(b)         The issuance by any governmental authority, including any regulatory authority, the Bankruptcy Court, or another court of competent jurisdiction, of any injunction, judgment, decree, charge, ruling, or order that, in each case, would have, or could reasonably be expected to have, a material adverse effect on the consummation of the Restructuring; provided, that the Consenting PTC Holders shall have ten (10) business days after issuance of such injunction, judgment, decree, charge, ruling, or order to obtain relief that would allow consummation of the Restructuring.

(c)          The board of directors, governance committee, board of managers, or a similar governing body of REMA determines in good faith that proceeding with the Restructuring would be inconsistent with applicable law or its fiduciary obligations under applicable law.

(d)         Except to the extent REMA has waived such Milestone in accordance herewith, the failure to meet any of the Milestones, and such failure is the result of the Consenting PTC Holders’ misconduct, bad faith, gross negligence, or non-compliance with their obligations under this Agreement.

(e)          The Lease Indenture Trustees or Pass Through Trustee takes any action that is inconsistent with or in opposition to the Transaction or any applicable direction letter.

(f)           The Direction Letter is withdrawn, revoked, or otherwise rendered ineffective by the PTC Holders taking part in such direction.

(g)          The Bankruptcy Court enters an order denying confirmation of the Plan.

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12.03.              Mutual Termination.  This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual agreement among the Parties.

12.04.              Termination upon Completion of the Restructuring.  This Agreement shall terminate automatically without any further required action or notice upon consummation of the Restructuring or occurrence of the Effective Date.

12.05.              Effect of Termination.  No Party may terminate this Agreement if such Party failed to perform or comply in all material respects with the terms and conditions of this Agreement, with such failure to perform or comply causing, or resulting in, the occurrence of one or more termination events specified herein.  The date on which termination of this Agreement as to a Party is effective in accordance with this Section 12 shall be referred to as a “Termination Date.”  Upon the occurrence of a Termination Date as to a Party, other than as otherwise specified in Section 13, this Agreement shall be of no further force and effect and each Party subject to such termination shall be released from its commitments, undertakings, and agreements under or related to this Agreement and shall have the rights and remedies that it would have had, had it not entered into this Agreement, and shall be entitled to take all actions, whether with respect to the Restructuring or otherwise, that it would have been entitled to take had it not entered into this Agreement.  Notwithstanding anything to the contrary in this Agreement, the foregoing shall not be construed to prohibit REMA or any of the Consenting Creditors from contesting whether any such termination is in accordance with its terms or to seek enforcement of any rights under this Agreement that arose or existed before a Termination Date.  Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict (a) any right or ability of REMA to protect and preserve their rights (including rights under this Agreement), remedies, and interests, including their claims against any Consenting Creditor, and (b) any right or ability of any Consenting Creditor to protect and preserve its rights (including rights under this Agreement), remedies, and interests, including their claims against REMA or any other Consenting Creditor.

Section 13.           Survival.  Notwithstanding the termination of this Agreement pursuant to section 12 hereof, the agreements and obligations of the Parties in sections 14, 15 and 16 hereof (and any defined terms needed for the interpretation of any such sections) shall survive such termination and shall continue in full force and effect in accordance with the terms hereof.

Section 14.           Fiduciary Duties.  Nothing in this Agreement shall require REMA or any of its directors, managers, and officers in their capacities as such (including any employee, director or officer of GenOn serving in such capacity) to take or refrain from taking any action with respect to the Restructuring to the extent such person or persons determines, based on the advice of counsel, that taking, or refraining from taking, such action, as applicable, would be inconsistent with applicable law or its fiduciary obligations under applicable law.

Section 15.           Amendments.  Except to the extent otherwise specified herein, this Agreement may not be modified, amended, supplemented or waived, and no consent may be granted hereunder, in each case in any manner except in writing signed by each of REMA and the Requisite Consenting PTC Holders.  Any proposed modification, amendment, supplement or consent that is not approved by the requisite Parties as set forth above shall be ineffective and void ab initio.

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Section 16.           Miscellaneous.

16.01.              Further Assurances.  Subject to the other terms of this Agreement, the Parties agree to use commercially reasonable efforts to timely execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, or as may be required by order of the Bankruptcy Court, from time to time, to effectuate the Restructuring, as applicable, including (i) preparing and filing as promptly as practicable with any governmental authority or third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications, consents to assignment or otherwise and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority, a Party hereto or other third party that are necessary, proper or advisable to consummate the Restructuring.

16.02.              Complete Agreement.  This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral, or written, among the Parties with respect thereto.

16.03.              Headings.  The headings of all sections of this Agreement are inserted solely for the convenience of reference and are not a part of and are not intended to govern, limit, or aid in the construction or interpretation of any term or provision hereof.

16.04.              GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM; WAIVER OF TRIAL BY JURY.  THIS AGREEMENT, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.  Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement in either the United States District Court for the Southern District of New York or any New York state court located in the County of New York (the “Chosen Courts”), and solely in connection with claims arising under this Agreement:  (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts; and (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto or constitutional authority to finally adjudicate the matter; provided that after REMA commences the Chapter 11 Cases, then the Bankruptcy Court (or court of proper appellate jurisdiction) shall be the exclusive Chosen Court.

16.05.              Trial by Jury Waiver.  EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

16.06.              Execution of Agreement.  This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute

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the same agreement.  Except as expressly provided in this Agreement, each individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party.

16.07.              Interpretation and Rules of Construction.  This Agreement is the product of negotiations among REMA and the Consenting Creditors, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof.  REMA and the Consenting Creditors were each represented by counsel during the negotiations and drafting of this Agreement and continue to be represented by counsel.  In addition, this Agreement shall be interpreted in accordance with section 102 of the Bankruptcy Code.

16.08.              Successors and Assigns.  This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors and permitted assigns, as applicable.  There are no third party beneficiaries under this Agreement, and the rights or obligations of any Party under this Agreement may not be assigned, delegated, or transferred to any other person or entity.

16.09.              Notices.  All notices hereunder shall be deemed given if in writing and delivered by electronic mail, courier, or registered or certified mail (return receipt requested) to the following addresses (or at such other addresses as shall be specified by like notice):

(a)                                 if to REMA, to:

1601 Bryan Street, Suite 2200

Dallas, Texas 75201

Attention:  Dan McDevitt, General Counsel

Daniel.McDevitt@Genon.com

with copies (which shall not constitute notice) to:

Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, IL 60654
Attention:  David R. Seligman

dseligman@kirkland.com

Ben Winger

benjamin.winger@kirkland.com

-and-

Kirkland & Ellis LLP
655 Fifteenth Street, N.W.
Washington, D.C. 20005
Attention:  AnnElyse Scarlett Gibbons

annelyse.gibbons@kirkland.com

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(b)                                 if to a Consenting PTC Holder, to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention:                                         Andrew N. Rosenberg

arosenberg@paulweiss.com

Elizabeth R. McColm

emccolm@paulweiss.com

Alexander Woolverton

awoolverton@paulweiss.com

or such other address as may have been furnished by a Party to each of the other Parties by notice given in accordance with the requirements set forth above.  Any notice given by delivery, mail (electronic or otherwise), or courier shall be effective when received.

16.10.              Independent Due Diligence and Decision Making.  Each Party hereby confirms that its decision to execute this agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of REMA.

16.11.              Reservation of Rights.  If the Restructuring is not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights.  Pursuant to Federal Rule of Evidence 408 and any other applicable rules of evidence and to the extent provided therein, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms, pursue the consummation of the Restructuring, or the payment of damages to which a Party may be entitled under this Agreement.

16.12.              Specific Performance.  It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (without the posting of any bond and without proof of actual damages) as a remedy of any such breach, including an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder, in addition to any other remedy to which such non-breaching Party may be entitled at law or in equity.

16.13.              Several, Not Joint, Claims.  The agreements, representations, warranties, and obligations of the Parties under this Agreement are, in all respects, several and not joint.

16.14.              Severability and Construction.  If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect if essential terms and conditions of this Agreement for each Party remain valid, binding, and enforceable.

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16.15.              Remedies Cumulative.  All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.

Section 17.           Other.  Notwithstanding anything to the contrary in this Agreement or the Term Sheet, REMA’s obligations thereunder (including with respect to the reimbursement of fees and expenses and the releases provided hereunder) in respect of the Lease Indenture Trustees and/or Pass Through Trustee shall be conditioned upon and subject to such parties’ support for and compliance with the Transaction in accordance with this Term Sheet, the RSA, and the Direction Letter.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first above written.

[Remainder of page intentionally left blank]

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REMA’s Signature Page to the Restructuring Support Agreement

NRG REMA LLC (on behalf of itself and its subsidiaries)

Address:

NRG REMA LLC

1601 Bryan Street, Suite 2200

Dallas, Texas 75201

Consenting PTC Holders’ Signature Page to
the Restructuring Support Agreement

Address:

E-mail address(es):

Telephone:

Facsimile:

If second signature is required:

Address:

E-mail address(es):

Telephone:

Facsimile:

Aggregate Principal Amount Beneficially Owned or Managed on Account of:

Signature pages on file with the Registrant

EXHIBIT A to
the Restructuring Support Agreement

Term Sheet

EXECUTION VERSION

THIS TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE.  ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE.  NOTHING CONTAINED IN THIS TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED IN THE RESTRUCTURING SUPPORT AGREEMENT TO WHICH THIS TERM SHEET IS ATTACHED, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

TERM SHEET

This term sheet (this “Term Sheet”),(1) dated September 28, 2018, summarizes the material terms and conditions regarding a proposed consensual restructuring transaction (the “Transaction”) in respect of NRG REMA LLC and its wholly owned subsidiaries (collectively, “REMA”).(2)  The transactions contemplated in this Term Sheet are subject in all respects to the negotiation, execution, and delivery of definitive documentation.

The governing documents with respect to the Transaction will contain terms and conditions that are dependent on each other, including those described in this Term Sheet.  This Term Sheet does not include a description of all of the terms, conditions, and other provisions that are to be contained in the definitive documentation governing the Transaction.  Such documentation will not contain any material terms or conditions that are inconsistent in any material respect with this Term Sheet.

REMA reserves all rights to modify this Term Sheet.  This Term Sheet incorporates the rules of construction set forth in section 102 of title 11 of the United States Code, 11 U.S.C. §§ 101—1532 (the “Bankruptcy Code”).

(1)         Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in that certain Restructuring Support Agreement, dated as of September 28, 2018, by and among REMA and the Consenting PTC Holders (the “RSA”).

(2)         GenOn REMA Services, Inc., GenOn Northeast Management Company, and NRG Clearfield Pipeline Company LLC.

(3)         “Keystone Plant” means the facility described in that certain Deed and Bill of Sale, dated as of August 24, 2000, (as may be amended, supplemented, or modified), between the Keystone Owner Lessor and REMA.

(4)         “Conemaugh Plant” means the facility described in that certain Deed and Bill of Sale, dated as of August 24, 2000, (as may be amended, supplemented, or modified), between the Conemaugh Owner Lessor and REMA.

(5)         The $209.4 million of outstanding PTCs includes accrued interest to date.

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EXHIBIT B to
the Restructuring Support Agreement

Joinder Agreement

The undersigned (“Additional Party”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of September 28, 2018 (the “Agreement”),(1) by and among NRG REMA LLC and its affiliates and subsidiaries bound thereto, the Consenting Creditors, and certain other parties and agrees to be bound by the terms and conditions thereof to the same extent that all other Consenting Creditors are thereby bound, and shall be deemed a “Consenting Creditor” and a “Party” under the terms of the Agreement.

The Additional Party specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date hereof as a Consenting Creditor with respect to the specific Outstanding Claim identified in the table below.

Address:

E-mail address(es):

Telephone:

Facsimile:

Aggregate Amounts Beneficially Owned or Managed on Account of:

(1)         Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

EXECUTION VERSION

EXHIBIT C to
the Restructuring Support Agreement

Transfer Agreement

The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of September 28, 2018 (the “Agreement”),(1) by and among NRG REMA, LLC and its affiliates and subsidiaries bound thereto, the Consenting Creditors, and certain other parties, including the transferor to the Transferee of any PTCs, Claims, or Interests (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the same extent that the Transferor was thereby bound, and shall be deemed a “Consenting Creditor” and a “Party” under the terms of the Agreement with respect to the specific Outstanding Claim identified in the table below.

The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of the Transfer, as a Consenting Creditor, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein.

Address:

E-mail address(es):

Telephone:

Facsimile:

Aggregate Amounts Beneficially Owned or Managed on Account of:

(1)         Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.